Merger of Subsidiary

(a)A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself, or itself into the subsidiary, without approval of the stockholders of either constituent corporation if the constituent corporation adopts a plan of merger that sets forth:

(l)The names of the parent and subsidiary; and

(2)The manner and basis of converting the shares of the disappearing corporation into shares, obligations, or other securities of the surviving corporation or any other corporation or into cash or other property in whole or in part.

(c)The surviving corporation shall mail a copy or summary of the plan of merger to each stockholder of the disappearing corporation who does not waive the mailing requirement in writing.

(d)The surviving corporation may not deliver Articles of Merger to the Director of Revenue and Taxation for filing until at least thirty

(30)days after the date it mailed a copy of the plan of merger to each stockholder of the disappearing corporation who did not waive the mailing requirement.

(e)Articles of merger under this Section may not contain amendments to the Articles of Incorporation of the surviving corporation, except for the COL070307 CH. 9 MERGER AND SHARE EXCHANGE following:

(l)To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2)To delete the names and addresses of the initial directors;

(3)To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Director;

(4)To change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;

(5)To change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.” for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or

(6)To change the name of the surviving corporation, provided the name does not otherwise violate general corporation law, regardless of whether the name so adopted is the same as or similar to that of the parent corporation.